Earnout Transactions: The Importance of Providing Post Closing Operating Standards for the Acquired Company

In the world of mergers and acquisitions, so called “earnout” provisions are sometimes utilized to bridge differences between a seller and a purchaser as to the value of the target company. The purchaser may take the view that it will not pay additional consideration for the target unless the target company performs well over a […]

Giordano Attorneys Serve As Counsel To Colonial American Bank in Merger into OceanFirst Bank

Giordano, Halleran & Ciesla is serving as counsel to Colonial American Bank in merger into OceanFirst Bank.  Paul T. Colella is lead attorney on the merger and is being assisted by John L. Sikora.  The merger is expected to close before the year-end 2015.  To read the full press release, please click here or to […]

M&A And The ACA

Co-Authored By Ari Burd and Patrick Convery As most employers already know, the Affordable Care Act (a/k/a ObamaCare or the ACA) now imposes health care insurance coverage requirements upon certain employers which have a certain number of full time and full time equivalent employees (“FTEs”).  Therefore, it is imperative that consideration be given to whether […]

Great Hill Equity Partners and the Attorney-Client Privilege in Corporate Mergers – Have We Opened Pandora’s Box?

In Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, 80 A.3d 155 (Del. Ch. 2013), a Delaware Chancery Court recently considered whether pre-merger attorney-client privileged communications between a seller’s outside counsel and the seller’s stockholders and representatives regarding a Delaware merger transaction were owned and controlled by the buyer or […]

Giordano, Halleran & Ciesla Announced As Finalist For The 12th Annual M&A Advisor Awards

Giordano, Halleran & Ciesla, P.C. is pleased to announce that the firm has been named one of the finalists of the 12th Annual M&A Advisor Awards. The matter, acquisition and majority recapitalization of Invo HealthCare Associates, Inc. by Post Capital Partners, led by Paul T. Colella and Gerald P. Lally and also handled by Monica […]

Anti-Assignment Provisions And Reverse Triangular Mergers

A recent Delaware Court of Chancery decision examined whether a reverse triangular merger (“RTM”) qualified as a prohibited assignment by operation of law under Delaware law.  In Meso Scale Diagnostics, LLC v. Roche Diagnostics, GMBH,  62 A.3d 62 (Del. Ch. 2013), defendants Roche Diagnostics and its affiliates and subsidiaries, including wholly-owned subsidiary BioVeris Corp., became […]

Improving the M&A Environment

Merger and acquisition activity declined substantially in New Jersey in 2009. The administration of Gov. Christ Christie took a step in the right direction by voting on March 16th to end the 4 percent corporate tax surcharge, but more can be done. I offer the following five specific solutions: To read the full article, click […]